Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary.

Additional Subsidiary Guarantees. If, after the Issue DateDate , any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Operating Company or any other Subsidiary, or if the Operating Company, if not then a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Subsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture of Annex A hereto and delivering it an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 20 business 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated executed or such Indebtedness incurred, as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesapplicable. Notwithstanding the preceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiarySubsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this Indenture.

Additional Subsidiary Guarantees. If, If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that is a Restricted Subsidiary after the Issue Datedate of this Indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture (substantially in the form of Exhibit C attached hereto) and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 45 Business Days of the date on which it was acquired or created, provided that any Restricted Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, and provided further that any Domestic Subsidiary that is not already directly or indirectly wholly-owned by the Company or a Guarantor need not become a Guarantor unless (a) such Domestic Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant or (b) such Domestic Subsidiary, directly or indirectly, creates, incurs, assumes, guarantees or otherwise becomes directly or indirectly liable, contingently or otherwise, with respect to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon any Indebtedness, other than Indebtedness owed to the release Company or discharge of the guarantee which resulted in the creation a Restricted Subsidiary. The form of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or Subsidiary Guarantee is attached as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiaryExhibit B hereto.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantorof its Restricted Subsidiaries acquires or creates another Domestic Subsidiary, then, in each such case, such then that newly acquired or created Domestic Subsidiary must become a Subsidiary Guarantor by executing and execute a supplemental indenture substantially in the form provided in this Indenture and delivering it deliver an Opinion of Counsel satisfactory to the Trustee within 20 business days Business Days of the date on which such other it was acquired or created. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee was executed; provided that or pledge any assets to secure the preceding shall not apply to Subsidiaries payment of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers Company or another Subsidiaryany other Guarantor thereof unless such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor of the Notes and executes a supplemental indenture and delivers an Opinion of Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if such other Indebtedness is a Subordinated Obligation, will be senior to such other guarantee with the same priority that the Notes or the Subsidiary Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if such other indebtedness is Senior Indebtedness, will be pari passu with such other guarantee. The form of such supplemental indenture is attached as Exhibit F hereto.

Additional Subsidiary Guarantees. IfIf the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary, other than a Receivables Subsidiary or a Non-Guarantor Subsidiary, after the Issue Datedate of this Indenture, any Restricted then that newly acquired or created Subsidiary that is not already will become a Guarantor and execute a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing Guarantee pursuant to a supplemental indenture substantially in the form provided in this Indenture and delivering it deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 20 business days Business Days of the date on which such other guarantee it was executedacquired or created; provided provided, that the preceding shall not apply to Subsidiaries of the Company any Subsidiary that have has properly been designated as an Unrestricted Subsidiaries Subsidiary in accordance with this Indenture for shall not be required to become a Guarantor so long as they continue it continues to constitute an Unrestricted SubsidiariesSubsidiary. Notwithstanding the precedingFurthermore, if any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Company, other than a Receivables Subsidiary’s Guarantee, except ceases to be a discharge or release by, or as a result of payment under, such guarantee and except if, Non-Guarantor Subsidiary at such any time, such Restricted Subsidiary is then will become a guarantor under any other Indebtedness Guarantor and execute a Subsidiary Guarantee pursuant to a supplemental indenture and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 20 Business Days of the Issuers or another date on which it ceases to be a Non-Guarantor Subsidiary. The form of such Subsidiary Guarantee is attached as Exhibit E hereto.

Additional Subsidiary Guarantees. If, after If (a) any of the Issue Date, Issuer’s Restricted Subsidiaries that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Restricted Indebtedness under a Credit Facility or (b) any other Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company Issuer or any other a Subsidiary Guarantor, then, in each such case, then the Issuer shall cause such Restricted Subsidiary must to become a Subsidiary Guarantor; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor by executing until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall within 30 days of such guarantee: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form provided in this Indenture and delivering it reasonably satisfactory to the Trustee within 20 business days pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the date Issuer’s obligations under the Notes and this First Supplemental Indenture on which the terms set forth in this First Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly supplemental indenture has been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the precedingduly authorized, any Guarantee of a executed and delivered by such Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time. Thereafter, such Restricted Subsidiary is then shall be a guarantor under any other Indebtedness Subsidiary Guarantor for all purposes of the Issuers or another Subsidiarythis First Supplemental Indenture.

Additional Subsidiary Guarantees. If, after If (a) any of the Issue Date, Issuer’s Restricted Subsidiaries that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Restricted Indebtedness under a Credit Facility or (b) any other Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company Issuer or any other a Subsidiary Guarantor, then, in each such case, then the Issuer shall cause such Restricted Subsidiary must to become a Subsidiary Guarantor; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor by executing until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall within 30 days of such guarantee: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form provided in this Indenture and delivering it reasonably satisfactory to the Trustee within 20 business days pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the date Issuer’s obligations under the Notes and this Second Supplemental Indenture on which the terms set forth in this Second Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly supplemental indenture has been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the precedingduly authorized, any Guarantee of a executed and delivered by such Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time. Thereafter, such Restricted Subsidiary is then shall be a guarantor under any other Indebtedness Subsidiary Guarantor for all purposes of the Issuers or another Subsidiarythis Second Supplemental Indenture.

Additional Subsidiary Guarantees. If(a) If the Company or any of its Subsidiaries shall acquire or create another Subsidiary then such newly acquired or created Subsidiary shall execute a supplemental indenture becoming a Subsidiary Guarantor in accordance with the terms of this Indenture. (b) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Issue DatePerson acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation, partnership, limited liability company or business trust organized or existing under the laws of the United States, any Restricted state thereof or the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such sale or other disposition complies with the “Limitation on Asset Sale” covenant of the Indenture, including the application of the Net Proceeds therefrom. (c) The Subsidiary Guarantee of a Subsidiary Guarantor will be released in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not already a (either before or after giving effect to such transaction) the Company or another Subsidiary of the Company, if the sale of all such Capital Stock of that Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance complies with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiarySection 4.11 herein.

Additional Subsidiary Guarantees. If, after If (a) any of the Issue Date, Issuer’s Restricted Subsidiaries that is not a Subsidiary Guarantor other than a Foreign Subsidiary guarantees any Restricted Indebtedness under a Credit Facility or (b) any other Domestic Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company Issuer or any other a Subsidiary Guarantor, then, in each such case, then the Issuer shall cause such Restricted Subsidiary must to become a Subsidiary Guarantor; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor by executing until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall within 30 days of such guarantee: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form provided in this Indenture and delivering it reasonably satisfactory to the Trustee within 20 business days pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the date Issuer’s obligations under the Notes and this Third Supplemental Indenture on which the terms set forth in this Third Supplemental Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly supplemental indenture has been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the precedingduly authorized, any Guarantee of a executed and delivered by such Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time. Thereafter, such Restricted Subsidiary is then shall be a guarantor under any other Indebtedness Subsidiary Guarantor for all purposes of the Issuers or another Subsidiarythis Third Supplemental Indenture.

Additional Subsidiary Guarantees. IfIf the Company or any of its Restricted Subsidiaries acquires, creates or designates another Restricted Subsidiary organized under the laws of the United States or any possession or territory thereof, any State of the United States or the District of Columbia, then such newly acquired, created or designated Restricted Subsidiary shall, within 30 days after the Issue Datedate of its acquisition, creation or designation, whichever is later, execute and deliver to the Trustee a supplemental indenture in substantially the form set forth in Exhibit D, pursuant to which such Restricted Subsidiary shall become a Guarantor of the Securities in the manner set forth in Article XIII; provided, that such Restricted Subsidiary shall not be obligated to become a Guarantor in the manner set forth above if such Restricted Subsidiary is not, either individually or when considered in the aggregate with all other Restricted Subsidiaries that are not Guarantors, a Significant Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. In addition to the foregoing, the Company shall cause any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees to become a Guarantor in the manner provided above within 30 days of such time as it becomes, either individually or when considered in the aggregate with all other Restricted Subsidiaries that are not Guarantors, a Significant Subsidiary. The Company at its option may also cause any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Restricted Subsidiary Guarantor, then, in each such case, such Subsidiary must to become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form manner provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiarySection.

Additional Subsidiary Guarantees. If, after the Issue Date, If any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Operating Company or any other Subsidiary, or if the Operating Company, if not then a Subsidiary Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Subsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture of Annex A hereto and delivering it an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 20 business 30 days of the date on which it became a Restricted Subsidiary or such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated executed or such Indebtedness incurred, as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesapplicable. Notwithstanding the preceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiarySubsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this Indenture.

Additional Subsidiary Guarantees. IfIf the Company or any of its Restricted Subsidiaries acquires, creates or designates another Restricted Subsidiary organized under the laws of the United States or any possession or territory thereof, any State of the United States or the District of Columbia, then such newly acquired, created or designated Restricted Subsidiary shall, within 30 days after the Issue Datedate of its acquisition, creation or designation, whichever is later, execute and deliver to the Trustee a supplemental indenture in substantially the form set forth in Exhibit C, pursuant to which such Subsidiary shall become a Guarantor of the Securities in the manner set forth in Article XIII; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor in the manner set forth above if such Restricted Subsidiary is not, either individually or when considered in the aggregate with all other Restricted Subsidiaries that are not Guarantors, a Significant Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. In addition to the foregoing, the Company shall cause any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees to become a Guarantor in the manner provided above within 30 days of such time as it becomes, either individually or when considered in the aggregate with all other Restricted Subsidiaries that are not Guarantors, a Significant Subsidiary. The Company at its option may also cause any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Restricted Subsidiary Guarantor, then, in each such case, such Subsidiary must to become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form manner provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiarySection.

Additional Subsidiary Guarantees. If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of (a) If the Issuers or any Indebtedness of their Restricted Subsidiaries shall acquire or create another domestic Subsidiary after the Holding Company date of this Indenture, then such newly acquired or any other created Subsidiary Guarantor, then, in each such case, such Subsidiary must shall become a Subsidiary Guarantor hereunder by executing a supplemental indenture substantially in the form provided in this Indenture of Exhibit B hereto and delivering it to an Opinion of Counsel, in accordance with the Trustee within 20 business days terms of Section 13.5 hereof. In addition to, and without limiting the generality of the foregoing covenant, the Company will cause New CDSC (on or promptly after the date on which such other guarantee was executed; provided that New CDSC exercises the preceding shall not apply purchase option referred to Subsidiaries in the RTI Asset Purchase Agreement) to execute and deliver a supplemental indenture substantially in the form of the Company that have properly been designated as Unrestricted Subsidiaries Exhibit B hereto and deliver an Opinion of Counsel, in accordance with this Indenture for so long as they continue the terms of Section 13.5 hereof. (b) If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees any Indebtedness incurred under the New Credit Facility then that Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to constitute Unrestricted Subsidiariesthe Trustee and deliver an Opinion of Counsel to the Trustee. Notwithstanding the precedingforegoing, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.21(b) shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s 's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiaryguarantee.

Additional Subsidiary Guarantees. If, If the Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Datedate of this Indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture in substantially the form attached hereto as Exhibit E and deliver an Opinion of Counsel reasonably satisfactory to the Trustee within 45 Business Days of the date on which it was acquired or created, provided that any Restricted Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, and provided further that any Domestic Subsidiary that is not already directly or indirectly wholly-owned by the Company or a Guarantor need not become a Guarantor unless (a) such Domestic Subsidiary Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or a Subsidiary or (b) such Domestic Subsidiary, directly or indirectly, creates, incurs, assumes, guarantees or otherwise becomes directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness, other Subsidiary Guarantor, then, in each such case, than Indebtedness owed to the Company or a Subsidiary. The form of such Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed; provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated Guarantee is attached as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another SubsidiaryExhibit B hereto.